The Costa Rican LLC: ☎️ Sociedad de Responsabilidad Limitada.
The Costa Rican limited liability company is known as a “sociedad de responsabilidad limitada”, abbreviated to “SRL”. This is a one of the best corporations in Costa Rica, you can opt for. It offers limited liability to it´s quota shareholders. The LLC requires just two people to constitute it. The stock in the LLC is known as “Quota Stock” and it is not transmitted through endorsement. Quota shareholders have a right to first refusal, and transmission is done through a transfer of quotas, and not mere endorsement. We can assist you with this, as part of our expat legal services in Costa Rica.
For which legal scenarios do you recommend to form an LLC in Costa Rica?
The Limited Liability Company (LLC) is known in Spanish, as a “Sociedad de Responsabilidad Limitada” or SRL. This is an excellent choice for a small business, or to act as a holding company. The LLC is very simple to operate, as it requires just only one manager. Therefore, you will need fewer people to incorporate . Only two persons are necessary to form the company and it is an excellent choice for buying property through a corporation.
What are the benefits of the Costa Rican LLC or "Sociedad de Responsabilidad Limitada"?
Only two stockholders are needed:
The LLC is great for small businesses:
Limited Liability
Tax exemptions:
Corporate Mergers:
Stock Control
Capital Structure and Shares in the LLC:
In Costa Rica, the capital of a Sociedad de Responsabilidad Limitada (SRL) is divided into nominative quotas rather than shares or titles, distinguishing it from corporations. These quotas cannot be transferred by endorsement and require formal processes for any transfer, including documentation in the company’s legal books or a notarized act. This ensures greater control and aligns with the personal nature of an SRL. Additionally, the initial capital must be fully subscribed during the constitution process, and each partner is required to pay at least 25% of their subscribed quotas, with the remainder due within one year.
Legal documentation and Registry Requirements:
The limited liability corporation has legal books and they are essential. When you hire us to set up a corporation in Costa Rica, we will do several things. First and foremost, we will incorporate the corporation in the Public Registry. Then, you will receive the shares (or quotas if you do an LLC.) Lastly, we will create the legal books for you, fill in all the necessary information, and hand them to you.
Costa Rican law mandates that SRLs maintain three primary legal books: the Minutes Book, the Shareholder Register, and the Accounting Ledger. The National Registry must legalize these to ensure compliance. These legal services are included in the Costa Rica incorporation package. Furthermore, the company must file its beneficial ownership information with the Registro de Transparencia y Beneficiarios Finales (RTBF) annually, as required by anti-money laundering regulations.
The book of Acts:
The quota holders hold meetings and write their acts and votes on this book. Changes to the company´s object and bylaws are registered in it. A notary public, later proceeds to protocolize the acts, and register the changes in the Public Registry of Costa Rica.
The quota holder´s ledger:
It´s a registry of who the quota holders are, and their ownership percentage of the business. It´s imperative to keep these books in a safe location.
The Quota Shareholders:
At least two founding partners are required to form any company in Costa Rica. Stockholders are called “quota share holders” or “cuotistas” in the LLC. They must be registered as such, in the Book of Quota Share Holders or “Libro de Registro de Cuotistas.” In case you decide you wish to sell your stock, a right of first refusal must be given to the other stockholders, before selling the quosta shares to any third party.
The LLC Manager:
Only one manager is necessary for the Limited Liability Corporation. However, any given number of sub managers, can be appointed with all types of attributions, through the use of powers of attorney. This can be done when you incorporate a company, or later on.
SRLs in Costa Rica are managed by one or more general managers, who may or may not be partners. These managers are appointed by the partners in a general meeting and can be removed at any time by majority vote. Their responsibilities and limitations, such as prohibitions on self-dealing or competing with the company, must be explicitly detailed in the corporate bylaws to avoid conflicts of interest.
The company´s name and domicile:
Forming this company will require a given name. If you can´t think of one do not panic. Number can be used. A corporate domicile in Costa Rica must also be established. You can use our law firm´s domicile as part of the incorporation packages we offer. The authorized capital, represented by the quota shares, must also be established, as well as the proportion of shares, each partner will have.
Taxation and Legal Obligations:
Every SRL registered in Costa Rica is subject to an annual corporate tax based on its operational status and gross income. (Impuesto de Personas Jurídicas). Entities not actively generating income but still registered with the National Registry must pay a flat tax of 15% of the base salary. Those earning income are categorized into brackets and taxed proportionally. Failure to pay this tax for three consecutive years could result in the entity’s dissolution by the National Registry.
Transfer of Quotas and Inheritance Rules:
Quotas in an SRL can only be transferred to third parties with unanimous approval from the partners unless otherwise specified in the corporate bylaws, which might allow a three-fourths majority. In cases of a partner’s death, the transfer of their quotas to heirs requires compliance with legal protocols, including registration and approval processes, ensuring continuity and adherence to the entity’s original partnership structure.
Conclusions:
If you want to open a small business in Costa Rica, the “Sociedad de Responsabilidad Limitada (SRL)” offers a flexible and efficient legal structure for both local and foreign investors. It’s also a solid bet, if you plan to own property in Costa Rica, through a corporation. The right to first refusal, and the fact that it only requires one manager, are sufficient reasons, to opt for the Costa Rican LLC.
Dr. Christopher Pirie Gil.
CPG LEGAL